TIDMGCG
RNS Number : 0619O
Golden Rock Global PLC
29 September 2023
Golden Rock Global plc
(Incorporated and registered in Jersey under the Companies (Jersey) Law 1991 with registered
number 121560)
==============================================================================================
Unaudited Condensed Interim
Financial Statements
For the Period from 1(st) January 2023
to 30 June 2023
CHAIRMAN'S STATEMENT
It is a pleasure to announce the unaudited condensed interim
financial statements for the Company for the period ended 30 June
2023.
The key event during the period was the restoration of the
Company's trading facility following the conclusion of discussions
with Bolt Global Limited.
Post the period end there were two key events:
-- The appointment of Clear Capital Limited as broker and a
placing of new ordinary shares to raise GBP95,000 gross; and
-- As announced on 17 August 2023, the Company entered into
heads of terms with 2Mee Limited regarding a potential RTO, and the
Company's shares were suspended. The Board is pleased to confirm
that legal and financial due diligence in connection with the
acquisition of 2Mee Limited is progressing well and we expect to
have a complete submission to the FCA for an eligibility review of
listing and a prospectus review in accordance with Listing Rule
5.6.21R by 1 December 2023.
As at 30 June 2023, the Company had cash of GBP54,000 and, post
the fund raise announced on 20 July 2023, had cash in bank at 30
August 2023 of approximately GBP98,800. The Company has sufficient
cash for its immediate requirements but will need to seek further
funds or facilities if the acquisition of 2Mee Limited has not
concluded in early 2024.
As announced on 5 December 2022, Wei Chen, a director, entered
into a Loan Note Agreement for aggregate gross proceeds of
GBP100,000. The maturity date of the agreement is 1 December 2023
and the Board are in discussions with Wei Chen regarding whether he
wishes to convert the Loan Note in accordance with its terms or
extend the maturity date. The Company will make an appropriate
announcement in due course in line with its regulatory
obligations.
On behalf of the Board, I thank shareholders for their continued
support.
Ross Andrews
Chairman
Date: 29 September 2023
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors confirm, to the best of their knowledge, that
these condensed interim financial statements have been prepared in
accordance with International Accounting Standard 34, 'Interim
Financial Reporting', as adopted by the European Union and that the
interim management report includes a fair review of the information
required by DTR 4.2.7R and DTR 4.2.8R, namely:
-- An indication of important events that have occurred during
the first six months and their impact on the condensed set of
financial statements and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- Material related party transactions in the first six months
and any material changes in the related party transactions
described in the last Annual Report and Accounts.
The directors of Golden Rock Global plc are listed in the Golden
Rock Global plc Annual Report and Accounts 2022. A list of current
directors is maintained on the website:
http://www.grglondon.com
By Order of the Board
Wei Chen
Executive Director
Date: 29 September 2023
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months 6 months
ended ended
Note 30/06/2023 30/06/2022
GBP GBP
Administrative expenses 8 (94,663) (62,179)
Other income 27,003 -
Operating loss (67,660) (62,179)
Finance income - -
Finance costs (6,161) (168)
Profit/(Loss) before
taxation (73,821) (62,347)
------------- -------------
Income tax expense - -
------------- -------------
Profit/(Loss) for the
period (73,821) (62,347)
============= =============
Profit/(Loss) per share
- basic and diluted (pence
per share) 10 (0.39) (0.33)
The notes on pages 7 to 13 form an integral part of these
condensed financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
Note 30/06/2023 31/12/2022
GBP GBP
Current assets
Cash and cash equivalents 11 53,669 34,335
Other receivables 12 134,088 107,085
------------ ------------
Total current assets 187,757 141,420
------------ ------------
Total assets 187,757 141,420
------------ ------------
Equity and liabilities
Capital and reserves attributable to owners of the
company
Ordinary shares 13 191,750 191,750
Share premium 13 1,605,788 1,605,788
Retained earnings (1,874,568) (1,800,747)
------------ ------------
Total equity (77,030) (3,209)
------------ ------------
Current liabilities
Trade creditors 156,587 101,102
Accruals 8,200 43,527
Convertible loan 14 100,000 -
Total current liabilities 264,787 144,629
Total equity and liabilities 187,757 141,420
------------ ------------
These financial statements were approval by the Board of Directors for issue on 29 September
2023 and signed on behalf by:
Wei Chen
Executive Director
The notes on pages 7 to 13 form an integral part of these condensed financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 30 JUNE 2023
Note Share Share premium Retained earnings Total equity
capital
GBP GBP GBP GBP
Balance at 1 January 2023 13 191,750 1,605,788 (1,800,747) (3,209)
Total comprehensive loss for the
financial period - - (73,821) (73,821)
Balance at 30 June 2023 (Unaudited) 191,750 1,605,788 (1,874,568) (77,030)
--------- -------------- ------------------- -------------
FOR THE PERIODED 30 JUNE 2022
Note Share Share Retained Total
capital premium earnings equity
GBP GBP GBP GBP
Balance at 1 January
2022 13 191,750 1,605,788 (1,634,841) 162,697
Total comprehensive
loss for the financial
period - - (62,347) (62,347)
--------- ---------- ------------ -----------
Balance at 30 June 2022
(Unaudited) 191,750 1,605,788 (1,697,188) 100,350
--------- ---------- ---------------- -----------
The notes on pages 7 to 13 form an integral part of these
condensed financial statements.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIODED 30 JUNE 2023
Half Year Half Year
to 30/06/2023 to 30/06/2022
GBP GBP
Cash flows from operating
activities
Operating profit/(loss) (73,821) (62,347)
Foreign exchange gain - -
(Increase)/Decrease in receivables (27,003) 961
Increase/(Decrease) in payables 20,158 (20,000)
-------------------- ----------------
Net cash generated from operating
activities (80,666) (81,386)
-------------------- ----------------
Cash flows from investing
activities
Interest received - -
-------------------- ----------------
Net cash used in investing - -
activities
-------------------- ----------------
Cash flows from financing
activities
Proceeds from borrowings 100,000 -
Cash flows from financing 100,000 -
activities
Net increase/(decrease) in
cash, cash equivalents and
bank overdrafts 19,334 (81,386)
Cash, cash equivalents and
bank overdrafts at beginning
of the half-year 34,335 182,974
Exchange gain/(losses) on cash - -
and bank overdrafts
-------------------- ----------------
Cash, cash equivalents and
bank overdrafts at end of the
half-year 53,669 101,588
-------------------- ----------------
The notes on pages 7 to 13 form an integral part of these
condensed financial statements.
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL
STATEMENTS
1. GENERAL INFORMATION
The Company was incorporated and registered in Jersey as a
public company limited by shares on 17 June 2016 under the
Companies (Jersey) Law 1991, as amended, with the name Golden Rock
Global plc, and registered number 121560.
The Company's registered office is located at 11 Bath Street, St
Helier, JE4 8UT, Jersey.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition
opportunities, initially focusing on the Fintech sector.
3. RECENT ACCOUNTING PRONOUNCEMENT
a) New interpretations and revised standards effective for the
period ended 30 June 2023
The Company has applied the same accounting policies and methods
of computation in its interim financial statements as in its 2022
annual financial statements, except for those that relate to new
standards and interpretations effective for the first time for
periods beginning on (or after) 1 January 2023, and will be adopted
in the 2023 annual financial statements. New standards impacting
the Company that will be adopted in the annual financial statements
for the year ending 31 December 2023, and which have given rise to
changes in the Company's accounting policies are:
IFRS Particular Effective Date
Amendments to IAS Classification of Liabilities 1st January
1 as Current or Non-current 2023
--------------------------------------- ----------------------
Amendments to IAS Definition of Accounting Estimates 1st January
8 2023
--------------------------------------- ----------------------
Amendments to IAS Deferred Tax Related to Assets
12 and Liabilities arising from 1st January
a Single Transaction 2023
--------------------------------------- ----------------------
Amendments to IFRS Sale or Contribution of Assets Deferred indefinitely
10 and IAS 28 between an Investor and its Associate by amendments
or Joint Venture made in December
2015
--------------------------------------- ----------------------
Amendments to IFRS Insurance Contracts 1st January
17 2023
--------------------------------------- ----------------------
b) Standards and interpretations in issue but not yet
effective
There are a number of standards and interpretations which have
been issued by the International Accounting Standards Board that
are effective for periods beginning subsequent to 31 December 2023
(the date on which the company's next annual financial statements
will be prepared up to) that the Company has decided not to adopt
early. The Directors do not believe these standards and
interpretations will have a material impact on the financial
statements once adopted.
4. ACCOUNTING POLICIES
a) Basis of preparation
The condensed interim financial statements for the six months
ended 30 June 2023 were approved by the Board of Directors on 28
September 2023. The condensed interim financial statements have
been prepared in accordance with the Disclosure and Transparency
Rules of the Financial Conduct Authority and International
Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as
adopted by the European Union. The accounting policies applied by
the company in these condensed interim financial statements are the
same as those set out in the company's Annual Report and Accounts
for the year ended 31 December 2022. No material new standards,
amendments to standards or interpretations are effective in the
period ended 30 June 2023.
The condensed interim financial statements are unaudited and
have not been reviewed by the auditors. The financial information
for the year ended 31 December 2022 does not constitute the
Company's statutory financial statements. The Company's statutory
financial statements for that year have been filed with the Jersey
Registrar of Companies and received an unqualified auditor's
report.
The condensed interim financial statements have been prepared on
the going concern basis which assumes that the company will
continue in operational existence for the foreseeable future on the
grounds that the Directors will continue to financially support the
company until such time as the business achieves financial
viability. The company financial statements do not reflect any
adjustments that would be required if they were to be prepared on a
basis other than the going concern basis.
The financial information is presented in Pounds Sterling (GBP),
which is the Company's functional and presentational currency.
b) Going Concern
The financial statements have been prepared on the assumption
that the Company is a going concern. When assessing the foreseeable
future, the directors have looked at a period of 12 months from the
date of approval of this report. Despite cash being received post
year end from the placing of new ordinary shares, the Company will
need to raise additional funds in order to meet its day-to-day
working capital requirements. The Directors are confident in their
ability to raise sufficient capital from new shareholders or, if
necessary, obtain alternative sources of funding. Whilst the
Directors recognise that there is significant material uncertainty
around going concern as a result of the trading results for the
period to 30 June 2023, the accounts have still been prepared on a
going concern basis, which is supported by confidence over the
ability to raise sufficient funds through the issue of further
equity should the need arise.
c) Foreign currency translation
The financial statements of the Company are presented in the
currency of the primary environment in which the Company operates
(its functional currency).
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in profit and loss.
d) Financial instruments
Financial assets and financial liabilities are recognised in the
Statement of Financial Position when the Company becomes a party to
the contractual provisions of the instruments. Financial assets and
financial liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair
value through profit or loss) are added to or deducted from the
fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss.
Impairment of financial assets
An assessment for impairment is undertaken when there is
objective evidence that a financial asset is impaired. Impairment
loss on financial assets is recognised when there is objective
evidence that the Company will not be able to collect all the
amounts due to it in accordance with the original terms of the
receivables. The amount of the impairment loss is determined as the
difference between the asset's carrying amount and the present
value of estimated future cash flows.
Financial liabilities
The Company's financial liabilities include amounts due to
shareholders and other payables and accruals. Financial liabilities
are recognised when the Company becomes a party to the contractual
provision of the instrument. All financial liabilities are
recognised initially at their fair value, net of transaction costs,
and subsequently measured at amortised cost, using the effective
interest method, unless the effect of discounting would be
insignificant, in which case they are stated at cost.
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
d) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held
on call with banks and other short term (having maturity within 3
months) highly liquid investments that are readily convertible into
known amounts of cash and which are subject to an insignificant
risk of changes in value.
e) Earnings per share
Basic earnings per share is computed using the weighted average
number of shares outstanding during the period. Diluted earnings
per share is computed using the weighted average number of shares
during the period plus the dilutive effect of dilutive potential
ordinary shares outstanding during the year.
5. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources.
It is the Directors' view that there are no significant areas of
estimation, uncertainty and critical judgements in applying
accounting policies that have significant effect on the amount
recognised in the financial information for the period.
6. FINANCIAL RISK MANAGEMENT
a) Categories of financial instruments
The carrying amounts and fair value of the Company 's f inancial
assets and liabilities as at the end of the reporting year are as
follows:
Half Year to 30/06/2023 Half Year to 30/06/2022
GBP GBP
Financial assets at amortised cost
Loans and receivables (including cash and cash equivalents) 187,757 105,963
------------------------ ------------------------
Financial liabilities at amortised cost
Financial liabilities at amortised cost 264,787 5,613
------------------------ ------------------------
b) Financial risk management objectives and policies.
The Company is exposed to a variety of financial risks: market
risk (including currency risk), credit risk and liquidity risk. The
risk management policies employed by the Company to manage these
risks ar e discussed below. The primary objectives of the financial
risk management function ar e to establish risk limits, and then
ensure that exposure to risk stays within these limits. The
operational and legal risk management functions ar e intended to
ensure proper functioning of internal policies and procedures to
minimise operational and legal risks.
i) Market risk
Market risk is not material.
ii) Credit risk
Credit risk refers to the risk that a counterp ar ty will
default on its contractual obligations resulting in financial loss
to the Company. Credit allowances are made for estimated losses
that have been incurred by the reporting date.
iii) Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting the obligations associated with its financial
liabilities. The Company's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Company's reputation.
7. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an
entity about which separate financial information is available and
which are evaluated by the Board of Directors to assess perfo rm
ance and determine the allocation of resources. The Board of
Directors are of the opinion that under IFRS 8 the Company has only
one operating segment and one geographic market, in the UK. The
Board of Directors assess the perfo rm ance of the operating
segment using financial information which is measured and presented
in a m ann er consistent with that in the Financial Statements.
Segmental reporting will be reviewed and considered in light of the
development of the Company's business over the next reporting
period.
8. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Half Year Half Year
to 30/06/2023 to 30/06/2022
GBP GBP
Key management emoluments
Remuneration 27,500 27,500
---------------- -----------------
The half year remuneration of the key management was as
follows, with no other cash or non-cash benefits.
GBP
Non-executive
Directors
Ross Andrews 15,000
John Croft 12,500
27,500
---------------
9. TAXATION
The Company is incorporated in Jersey, and its activities are
subject to taxation at a rate of 0%.
10. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share
information for its ordinary shares. Basic earnings per share are
calculated by dividing the profit or loss attributable to ordinary
shareholders of the Company by the weighted average number of
ordinary shares in issue during the reporting period. Diluted
earnings per share are determined by adjusting the profit or loss
attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding for the effects of all
dilutive potential ordinary shares.
There is no difference between the basic and diluted earnings
per share, as the Company has no potential ordinary shares.
EARNINGS PER SHARE (CONT'D)
Half Year Half Year
to 30/06/2023 to 30/06/2022
Profit/(Loss) attributable to ordinary
shareholders (73,821) (62,347)
Weighted average number of shares 19,175,000 19,175,000
Earning/(loss) per share (expressed
as pence per share) (0.39) (0.33)
11. CASH AND CASH EQUIVALENTS
30/06/2023 31/12/2022
GBP GBP
Cash at bank equivalents 53,669 101,588
--------------- -----------
Cash at bank earns interest at floating rates based
on daily bank deposit rates.
12. OTHER RECEIVABLES
30/06/2023 31/12/2022
GBP GBP
Other receivables 134,088 107,085
----------- -----------
Other receivables includes the transaction fees which were
agreed to be payable by Bolt Global Limited from the previous
proposed acquisition.
13. SHARE CAPITAL
Number Nominal
of shares value
GBP
Authorised
Ordinary shares of GBP 0.01 each 48,000,000 480,000
Issued and fully paid
On incorporation 100 100
Subdivided share capital 9,900 -
------------ ---------
10,000 100
Issue of shares upon placing 19,165,000 191,650
------------ ---------
At 31 December 2022 19,165,000 191,650
At 30 June 2023 19,175,000 191,750
============ =========
The issued shares have nominal value of each share of GBP0.01
and are fully paid. There are no restrictions on the distribution
of dividends and the repayment of capital.
14. CONVERTIBLE LOAN
In December 2022, the Company announced that it had raised 12%
unsecured convertible loan note instrument limited to an aggregate
principal amount of GBP100,000. This loan was subsequently received
on 10 January 2023.
Subject to the terms of the Instrument, the company has the
right to either convert or repay the Notes by way of cash payment
on the Maturity Date which is 1 December 2023.
15. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising the ret ur n to
shareholders through the optimisation of the balance between debt
and equity.
16. RELATED PARTY TRANSACTIONS
There is no ultimate controlling party.
The remuneration of the Directors, the key management personnel
of the Company, is set out in note 8.
On 20 July 2003, after the reporting period, 400,000 warrants
were granted to each of Ross Andrews and John Croft, directors of
the Company. The warrants have an exercise price of 2.5 pence per
share and an exercise period of three years from the date of grant.
The warrants are only capable of being exercised on the earlier of
12 months from their issuance and the Company undertaking a
transaction or other corporate event the completion of which would
require the publication of a prospectus.
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END
IR FLFIRARITFIV
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September 29, 2023 02:00 ET (06:00 GMT)
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